Explaining the Affair
by savinglives44
Summary: Addek. Maddison. Chapter 3: Addison and Derek have an awkward conversation about sex. Later, Addison gets drunk, and talks to Mark about her insecurities. Medschool!Trio Disclaimer: I don't own the characters.
1. Why Addison Seduced Mark

**Breathe**

Addison sat on her couch, watching the rain drizzle down the window. The television blared in the background.

She wasn't paying attention.

Her legs were drawn up on the couch and she pulled her knees to her chest. She shivered, for an unknown reason, and wrapped the blanket tighter around her.

She had left the hospital early today. It was their eleventh anniversary and ten thirty at night. Despite working at the same hospital, she hadn't managed to see her husband at all today.

His favorite meal sat cold on the table, a forgotten present on the seat. Everything was perfect, untouched.

Except for the bottle of red wine, which Addison decided to open an hour ago. The glasses remained on the coffee table in front of Addison. She didn't feel like drinking tonight.

Her hand rested on the remote, tapping the buttons with the pads of her fingers. Closing her eyes, she pressed the power button. The tv clicked off.

Addison sat alone in the dark.

It seemed as if the whole world was silent. She couldn't move an inch. It felt like she was surrounded by millions of glass objects: one move and everything would crumble and shatter to the floor.

A crash of thunder sounded.

She jumped and opened her eyes. A cold sweat fell over her. The house was dark. She heard footsteps and assumed the best. She wanted it to be Derek so badly.

But he didn't turn the light on, which was odd. It couldn't be him. Addison couldn't feel his presence, as she always did when he walked into a room. Her breath quickened.

The house creaked and she could hear someone moving.

She could hear someone breathing.

She sat absolutely still. Maybe if she didn't move, whoever it was would leave. _Derek will be home soon. Derek will be home soon._

Someone was coming for her. She pressed her palms into her eyes, praying that it would be over soon. _Please Derek. Come home! Come home now. Please. Please. Please! Please!! I'm so scared. Please come home. Please save me Derek._

"Please Derek!" She cried out to the darkness. Nothing happened. No one came running at her with an axe. No one pressed a gun against her sweaty skin.

No one was there.

Addison opened her eyes. _Of course. _She pushed her hair out of her eyes and clicked back on the television. She figeted and tried to calm down, but she kind of started to hear noises again and it was making her very nervous. She contemplated calling Mark and just as the thought entered her head, the phone rang. She checked the caller ID.

Speak of the devil. Mark. She grabbed the house phone off of the end table beside her.

"Mark?" She breathed. Knowing about the anniversary dinner that she had planned, Mark began to apologize for Derek. She stopped him. It was the same redundant speech over and over again. "Can you come over? I'm scared."

He remained silent. She cradeled the phone against her ear. "I think someone's in the house." Mark quietly muttered a few colorful curse words that she couldn't hear.

He attempted to calm her, but it seemed to have the opposite effect. She sighed and whispered into the phone. "I know that I've done this before and that it's getting ridiculous. I know it's all in my head," She hesitated. "But I'm still scared. Please, Mark. Just for a little while."

She almost begged him. Fortunately, he saved her dignity by agreeing to stop by. He would just come over and check all of the closets for frightening axe muderers. Then he would leave. He wouldn't stay until Derek got home. He won't watch the tears run down her cheeks as he scrubs the dishes from the meal that he's not going to make her eat. And he definitely won't snuggle with her in his best friend's bed.

Doing all of those things would be very dangerous. Actually, the fact that he was even driving over to the brownstone was dangerous. Because he was in love with her just a teensy bit. The guilt overwhelmed him on the way to the house. He pulled over to catch his breath and regain his self-control.

Meanwhile, Addison felt guilty. _I still hope Derek will arrive before Mark got here. Am I leading Mark on?_

_But it's not leading him on if I don't stop him._ She didn't plan to stop him. She didn't plan to think.

Currently, she wasn't thinking. She lifted one of the glasses off of the coffee table. Should she drink it? She contemplated throwing it against the wall for a dramatic effect. What a beautiful splatter that would make. But then she would have to make sure to clean it up before Derek gets home. She'd never want to hurt him. What if he stepped on one of the little slivers of shattered glass and mistakenly cut him on the foot? No, throwing the glass wasn't a good idea.

She stared at her feet. _I have to do something. I have to do something before this drives me insane. _She got off of the couch and kneeled. She pounded at the dull, white carpet with one hand. It was perfect, pure, with no mistakes.

She poured the wine on the carpet. The wine left a beautiful stain on it, consuming ever fiber of white it possibly can. Addison watched the liquid diffuse through the carpet and when it seemed to slow down, she poured the other glass, sighing.

She emptied every drop of wine out onto the carpet. And then she looked around. White carpet surrounded her, except for the red patch in front of her. The stain stood out and it made her want to cry. It was all that she could see, all that she could stare at. She couldn't look at all of the perfect white carpet around her, she just saw the hideous mistake that she made. She pulled the coffee table from the middle of the room over it and then turned her head, forcing herself not to look at it anymore.

She crawled over to the wooden floor of the kitchen, running her hands through the crevices. She didn't worry about cleanliness; she wiped it down with a Swifter earlier that morning. She can still smell the lemon-y scent.

She sat in a chair far away from the couch and the stain that she wasn't looking at. She bit her lip. _Twelve minutes until Mark gets here._ She looked down and started to play with the lace on the black lacy lingerie that she bought for tonight. Then she rolled her eyes a little. She couldn't wear this in front of Mark.

So, she got up from the chair like it was a tedious chore that she didn't really want to do. She made her way to the bedroom, dragging her fingers across the wall as she walks.

She took her favorite fluffy white robe from the hanger and threw it on, tying it in the front. She pulled her hair up into a bun, letting a strand or two hang down in ther face. She entered the bathroom and sat in the chair in front of her mirror.

Moonlight shone down trom the window, casting an eerie glare on the off-white tile. She realized that she is much more accepting of her appearance in the dark than with the lights on. The dark shaded her face, blending in her wrinkles and scares. Her eyes made a contradiction themselves, seeming dark and bright at the same time.

She looked at her vague appearance in the mirror. Mark always said that she was much prettier when she smiled, but she just couldn't bring herself to do so.

She knew that Mark wouldn't want to stay the night. He always thought of Derek. She did too, but in a different way than he did. Mark felt guilty; Addison felt guilty, but sad too.

She wanted to tell Mark how much she enjoyed his company. She wanted to hug him and kiss him. Yes, she wanted to kiss Mark, her husband's best friend and not feel guilty or sad about it.

But everything in her mind told her that she cannot do this nor voice her feelings to Mark. For one, Mark might not feel the same way. Sure, he might want to screw her, but he could _actually _be coming over because Derek asked him to. Maybe he was reluctant to stay because he was afraid that she was going to make a move and then he would have to tell Derek and that would ruin their friendship. Addison knew that his thirty-year frienship with Derek is going to trump any sexual feelings he might have for her.

On the other hand, he could have true feelings for her. (Which still kind of scares her a little bit.) In this case, if she told him, it would prompt the question, "What are you still doing with your indifferent husband who is probably having an affair?" And she wouldn't want him to ask that because the truth is, she asks herself the same question every day. She still didn't know the answer.

But Addison prefered to not dwell on the "if's and when's". She concentrated on the fact that Mark is five minutes late now. Where is he? She thought that he probably decided not to come. Their relationship complicated everything. He didn't need that. She doesn't even know why he picked up the damn phone in the first place. And just as she was about to curse all hell on him for not showing up, the doorbell rings.

_Ten minutes late?_ That was unlike him.

Unless it wasn't him who rang the doorbell.

Fear began to creep up Addison's spine as she heavily walked down the stairs. _Please be Mark. _She peeked out the window quickly.

It was him.

_Thank God._

He stood outside in the pouring rain, looking straight ahead at the door. She tried to unlock it, but her hands keep shaking and she fumbled with the locks. _Come on! Damn it! _Finally, she mananged to open it.

He stepped inside and said "Hey" with a smile on his face.

She crossed her arms. "What?" She smiled too and waited for some smart-ass comment about how long it took her to open the door.

Mark just shook his head and grinned.

"Oh, I'm sorry..." she began, "you must be freezing. Here, let me take your coat." She held out her hands to receive his jacket, but he ignored her and hung his jacket on the railing of the stairs.

"Addison," he laughed, "you don't have to be the perfect hostess."

She blushed and looked down nervously. "I know, it's just..."

He interrupted her, "Don't worry about it."

They stood for just a short uncomfortable silence before Mark said, "So where is the 'monster' this time?"

Addison giggled. She forgot the reason for asking him over. "It's nothing really. I think I was just feeling lonely."

He looked around. "You don't want me to give it a once-over? Check the closets and the showers?"

She shook her head and rubbed the goose-bumps on her arms. "It's just...the house makes noises when Derek's not here."

Mark took a step forward and placed his hands on her arms. "Is it making noises now?"

Addison looked at somewhere over Mark's shoulder. He was making her nervous, being this close to her. She reminded herself that _**she **_invited _**him** _over. She felt an adrealine rush that she no longer felt with Derek. She looked back into his eyes. "No. I feel much better."

She surprised him with the intensity of her stare. Now _he _was nervous. He took his hands off of her. "Uhhh...I should probably go, if you're not scared anymore."

"No!" She yelped. He couldn't leave her all alone in the house. She was miserable. "Please, Mark. Stay. I can't be here alone. Please. I need you, okay?"

Before he could answer, she grabbed his hand and led him into the kitchen. "Stay here." she told him. Going into the living room, she ignored the large red stain that she hoped he couldn't see. She picked up the wine glasses and refilled them. She went back into the kitchen and gave one to him. "Here."

He eyed her curiously and took a sip. "I'm not sure if this is such a good idea."

She set her glass back down on the counter and fiddled with it, rotating it between her hands. "Derek's not going to make it home, is he? He won't care if you drink his wine or eat his dinner. He doesn't care about anything anymore."

Mark leaned down, resting his weight on the counter. "He cares about you."

Tears welled up in Addison eyes. "No. If he cared about me, he would be here, instead of you."

Mark took a deep breath. If she only knew how hard he was working to restrain himself. "Addie, you know he wants to be here. He's a doctor, we're all doctors. We signed up for the long, hard night when we applied to medical school. It's a sacrifice we have to make."

Addison stared into the wine again and took another long swallow. "You keep saying 'we'. If it was a 'we', it wouldn't be 'you and me' here, and 'him' at the hospital."

Damn. She was right and he knew it.

She wasn't finished talking. "Derek and I, we were so in love back then. He doesn't love me anymore, Mark."

She was going to break any second now. Mark could see it, but he didn't want to touch her when she was proclaming her love for his best friend.

Her whole body started to shake and her voice cracked into a deeper sound filled with hurt. "Do you know what that's like? The person that I love most doesn't care what I think or what I'm feeling. Sometimes I feel like he hates me and I don't know what I did to make him so angry with me."

Finally, tears streamed down her eyes and Mark didn't care who she was proclaiming her love for. He couldn't let anyone hurt her anymore. He pulled her into his arms and half-carried, half-dragged her to the living room couch. "Addison, it's okay." He hugged her into his lap, pressing her head against his shoulder. She fit perfectly. _And she smells so good._

She cried it out for about a minute and then stopped. "Mark?" She mumbled into his sweater.

He stroked the hand that he was suddenly holding. "Yeah?"

She didn't look at him. "If I ask you something, will you tell me the honest-to-God truth?"

He tried to shift her so that he could see her face, but she wouldn't move. "Depends on the question." He laughed a little. She didn't.

She clenched her other hand around his sweater, holding on to him. "Mark, you have to promise. You cannot lie to me. Do you promise?"

Mark nodded. "I'll try my best."

Addison took a deep breath and sat up in his lap. She cupped his face in her hands and stared into his eyes. "Is Derek having an affair?"

Mark stared back at her. Tension built from the silence and he watched her composure fade away as her fears seemed true. He answered her, when everything in the world seemed that it might break if he didn't.

"No."

She kissed him anyway.

And he gave into every tug of desire that he ever had for her. _Oh God. She tastes like everything I've ever wanted. _She opened her mouth and their tongues touched. Mark felt as if he was surging for the high heavens. His hands roamed her body, searching for those pearly gates and, oh-no, here comes his conscience. A feeling of guilt infiltrated his brain, destroying everything that he was feeling right now.

He pushed her away and stood up. He saw the stain on the carpet and looked back at her. That was a mistake. He could see the black lace pushing out of her robe and her lips looked as kissable as ever. He sat back down and kissed her again, this time with more passion and _oh, I want more of her. I want to know every inch of her. I just have to have her right now. _

But guilt found him again. He stood back up and whipped out his cell-phone. He called Derek. He needed to hear his voice, to know that he wasn't resisting every one of his natural instincts for nothing. But, of course, Derek didn't pick up. So, he called the hospital and spoke to a nurse.

"I don't care if he's busy! Is he in surgery?" Pause. "Then put him on the damn phone. It's an emergancy." Pause. "Yes, it's a real emergancy. I have to talk to him RIGHT NOW. AND IF YOU DON'T PUT ME THROUGH TO HIM, I AM GOING TO GO OVER TO THAT HOSPITAL **RIGHT NOW AND- **Derek?"

Mark sat down on the couch and then stood up and sat down in the chair across the room. Addison followed him and tried to steal the phone from his hands. "Please don't tell Derek. Don't tell him. Please. I didn't mean to kiss you. It was just an impulse. Please don't tell him. He'll never forgive me."

Mark put a finger to her lips to quiet her. He listened to Derek for a minute on the phone and then interrupted him. "Derek, this is me being nice. You need to come home now. It's your anniversary. Addison's got this whole dinner thing planned and you need to be here."

Mark was quiet again and then he looked at Addison and shook his head. Fury bubbled within Addison and she grabbed the phone from Mark. "DEREK SHEPHERD!!! Did you even remember what tonight was? It's our ANNIVERSARY. You know, of the day you pledged to love me and cherish me forever. We should BE together. And if you don't come home by, let's say, TWELVE o'clock SHARP, I will..."

Derek was trying to calm her, but it wasn't working. "Derek, I'm serious, if you aren't home by twelve, I'm gonna..."

Mark could hear Derek yelling, but Addison wouldn't let him control her. Not tonight. "I'm gonna screw Mark. Yes. I am going to have SEX with your VERY BEST FRIEND if you don't come home. This is your ultimatum, Derek. Take me or leave me."

Addison was quiet for a minute and then she started up again. "Ohhhh, believe me, he'll do me. I just happen to have on some VERY sexy BLACK lingerie, but you wouldn't know that, would you? Because YOU aren't HERE."

Derek was being very loud. "JUST SHUT UP DEREK. And you can safely assume that at 12:01, if you aren't on top of me, MARK WILL BE. LOVE YOU TOO, BABE." She spit sarcastically and slammed the reciever back down on its stand.

Mark stood there with his hands in his pockets, shifting back and forth. Addison breathed very heavily through the awkward silence. Finally, her mascara smudged eyes met his. "Sorry," she muttered and then she fell to the floor on her knees. Her hands moved to her mouth to stifle her sobs as tears ran down her cheeks.

It took Mark a minute or so to snap back to reality. He fell to his knees too and put his hands on her shoulders, rubbing her arms to calm her down. "It's okay. Just breathe, okay? We'll figure this out."

"What am I going to do? I can't believe I just did that! I'm a horrible, horrible person." She buried her head in her hands. She couldn't touch him or look at him anymore. _I'm so embarrassed. I pretty much just forced myself onto him._

"You're not horrible. You're just a little stressed. Let me get you a drink of water." Mark quickly rose to his feet and headed to the kitchen. When he got back, Addison was sitting with her legs crossed and her face dry.

"Here." He handed to her and sat down next to her. She drank it slowly, not knowing what to say. After putting the glass down on the carpet, she spoke first. "Sooo, what are we going to do?"

He looked at her. "What do you mean?"

She grimaced. She hated this. The awkwardness. She hated having to tell him everything. _I wish he could just read my mind. _"About the sex. Are we going to do it?"

"Oh." He looked away again. "We don't have to if you don't want to."

"Do you want to?" It was amazing. They could have a whole conversation without looking at each other.

_Jesus. The girl of my dreams just asked if I wanted to have sex with her. What the fuck am I supposed to say? _"Uhhh. I want to do what you want to do."

"Great, Mark." She said sarcastically. "That helps a lot."

"Are you mad at me now?" His head hurt and she wasn't making it any better. "I didn't do anything Addison." _Except for falling in love with you. _"I didn't make the first move. I didn't kiss you until you kissed me. And I didn't say that I would have sex with you. That was all YOU. So, please, don't blame me for anything."

She was quiet. That was the most he had spoken tonight. And he was right. A lump grew in her throat. _He doesn't want to have sex with me. God, how could I be so stupid? I KISSED him. I thought he LOVED me._

Mark didn't understand. She was too quiet. Maybe he said too much. "I'm sorry, Add. I'm just so lost."

She moved away from him. "And you think I know what to do?!" Her voice changed pitch and became all high and squeaky. "I don't know what you're thinking and I certainly don't know what you want. I thought that maybe you wanted me. CLEARLY, I was wrong. CLEARLY, I am the most undesirable..."

She stopped talking when he grabbed her and pulled her to him. Their eyes connected and his lips were milimeters away from hers. She felt his breath on her lips when he whispered. "How could you think that? Of course I want you. I want you so much that I need you, if that makes sense. Every cell in my body is working to restrain myself from taking you right on this floor. So please, don't pull away from me."

Her heart was pounding and he felt it. He realized that he may have been too rough before and loosened his grip, putting space between them. Her body involuntarily jerked forward, slamming her hips against his. He groaned loudly and fell on top of her. She ran her fingers through her hair. "Shit. I'm sorry." Everything was so intense between them. His head rested on her stomach, but then he moved up to her chest and kissed it once.

He grinned. "Not a problem." He glanced at the clock on the mantle. "But maybe we should wait an hour or so before anything else happens."

"I don't think I can wait that long." She smiled, glad about his reaction. She twisted her fingers into his hair and he obediantly put his mouth back on her chest.

"Add...We have to stop." He would make sure that she kept her promise to Derek.

"I can't. Not when I'm this close to you."

Her body felt glued to his. It was difficult, but he pulled away from her. "Let's sit on opposite sides of the room."

* * *

"Mark. How long as it been?" 

He checked the clock. "Five minutes."

"Ughh!!!!" She whined. She sat with her back to the fireplace. He was a good distance away from her, leaning against the doorway.

She smiled at him. "Do you know how long it's been since I've had sex? Derek and I never do it anymore..." She kept talking, but Mark didn't hear her. All she talked about was the sex, never about her feelings for him.

She felt his blank stare on her. "What?" She looked at him curiously.

"I'm just..." He took a couple of steps into the room. "I just feel like you're taking advantage of me." He said it with a small half-smile, so she didn't realize that he was serious. She didn't realize that he wasn't playing with her.

"I was under the impression that you wanted me to take advantage." She got on all fours and started to crawl toward him, her robe opening so he could see straight down it.

He looked away for some odd reason and took a few steps back. "I think we should remain at least four yards away from each other at all times."

* * *

"Thirty minutes!" Addison announed. "I think we should do something special, just for making it halfway." 

Mark eyed her with suspicion. "What kind of special?"

"I think that we should be able to touch each other again." She smiled eagerly.

"Come on. We made it this far. Only a half-hour to go." He stared at her, passion and love in his eyes.

She sighed. "You have to stop looking at me like that."

He continued. "Why?"

He was playing dirty with her, but she could play too. "Because if you don't stop that, I'm going to orgasm as soon as you touch me. And then it will all be over."

He laughed a little, but it was more like a growl. "You think it's all going to be over after your first orgasm? What about your second? Or your third? Do they not count? You've got to give me a little more credit, Add."

She sulked a little in her corner, but then relented. "Jesus, Mark. Fine, you win."

"What did I win? I wasn't aware of a race."

"No." She crossed her arms. "You win the argument. Congratulations."

He laughed. This was a little ridiculous, but he played along. "What's the prize?"

"Pride. Dignity. Is that not enough for you?"

He shook his head. "Tell me why there is a wine stain larger than my head under the coffee table."

And the mood grew serious again. Too serious.

"It's a funny story, actually..." She wanted to make a joke, to play it off as "no big deal". But it was more than that and she didn't want to lie to him. "Actually, it's not." She took a deep breath. "I just wanted to ruin something, you know? EVERYTHING is perfect here. Or that's what it seems to be. But it's not. I don't want to keep living a lie."

Mark was silent for a while and watched her play with the belt on her robe. "Okay. I'll clean it up for you." He knew where the cleaning supplies were. Addison pondered about this until he finished.

After returning the coffee table back to it's rightful spot, Mark sat down across from Addison, a little closer this time. "How about three yards apart instead of four?"

"Okay."

* * *

Three yards turned into two and soon yards became feet and feet became inches. Mark had taken the liberty of rummaging around for a ruler. It sat between them. 

"Okay." Addison sighed. "So, five inches. We can do this."

"Yep." Mark agreed. "Only ten minutes left. We're definitely going to make it."

Addison giggled. "No, I mean, we can actually do this. I can think of something a little longer than five inches that would fit perfectly right between us."

"Addison..." Mark warned her.

She giggled again. "Sorry. I just can't help it. I'm excited. We're actually going to do this."

Mark glanced down at the ruler between them. "You should know something, before anything happens."

Her face turned serious. "What is it? If you tell me that you have AIDS or any sort of STD, I am going to kill you. That's it, isn't it? Why couldn't you have mentioned this before? This is so messed up..."

"Addison!" He said forcefully. "That's not it. Calm down, okay? Let me talk for once."

She couldn't pick up what was wrong. She couldn't read him, but she would be quiet for once.

He had been planning this all night, yet now he couldn't decide what to say, or how to say it. He just couldn't find the words. "Add...I don't know...ummm...I've felt this way for a long time."

She fought off the urge to ask "What way?". He continued, slowly, "And, you know, this is kind of huge. For us, I mean. I just want you to know...that...it's more than sex. For me anyway."

She watched him intently so he continued. "I just wanted you to know how I felt because I wanted to know if you felt like that too. And if it means the same to us then it's not just having sex. It's...it's..." His masculine soul pleaded with him not to say the words, but he had to. "It's making lo-". The speech he had practiced for the past hour, the carefully chosen words all disappeared from his voice when he saw that she wasn't looking at him anymore. "What is it?" he asked, half-annoyed, half-nervous.

She pointed at the clock. "It's 11:59. We're almost there."

"Oh." He watched her as she patiently waited for the seconds to pass.

She almost cried when the back door opened. He almost vomited. His world fell apart.

Derek entered. He wasn't sad or angry or anything. He acted normal. He shut the door, instead of slamming it. He set his briefcase down on the counter instead of throwing it into a corner. He approached Mark. "You can go now. This never happened. I'll see you at work tomorrow."

But Mark couldn't leave after everything that had happened. He sat there, still.

Derek sighed. "Look, man. I'm sorry that you had to spend your Friday night doing this. I know you'd rather be off flirting with some blonde chick. Here." He handed Mark a twenty. "You can take a cab where ever."

Mark was furious. At Derek, at himself, at the whole situation. _How did this happen? _Mark stood. "I'm not a babysitter, Derek" He slapped the twenty back into Derek's hand.

Derek was taken aback. "God, Mark. Chill. I know Addie is in one of her pissy PMS moods, but I didn't think she'd be that much of a burden. I already said that I was sorry. And I'm here now. You usually bolt after stuff like this. You can go, Mark. Go find some blondie to fuck."

Addison forgot everything that happened between her and Mark. All she could see was Derek. And Mark with someone else. Everything hurt inside of her. "Yeah, you should go, Mark."

_What is she thinking? I can't leave her with him. Why did she ask me to leave? She probably doesn't want me here. _He headed for the front door.

"Don't drink and drive, Mark!" Derek yelled after him.

Mark grabbed his jacket. "I think I'm done with the blonde chicks and the bar for a while. I'm just going to head home."

Derek didn't pay attention to this change of personality. "Whatever, man."

Addison and Mark didn't say goodbye to each other. They didn't really believe that it was goodbye. They were too much in denial that Derek was actually there, that they weren't going to have the perfect night.

Derek offered his hand to Addison to help her off the floor. But before she could leave for bed, he grabbed her wrist tightly. Their eyes locked. He spoke calmly and evenly with tenstion in his voice, his only acknowledgment of the phone call. "This will never happen again. I will not be Cinderella, my curfew set just before midnight. You are not a controlling bitch, so don't act like one. Are we clear?"

Addison gulped in fear. He was scaring her. "Y-yes," she stammered.

His eyes softened and he kissed her. At that moment he could taste his best friend on her and smell the scent of his hands all over her. He wondered for a moment if they had actually been together. He dismissed the idea. Mark wouldn't have left if they had.

She looked at him. "I'll meet you upstairs. I just have to finish the dishes."

He nodded. "Okay. I have a surgery in a few hours so hurry up."

She faked a smile. "Okay."

Long after Derek had fallen asleep, she returned to her lonely couch. Her cell phone vibrates on the table next to her. It was Mark. He sent her a text message.

"I love you."

What he'd been trying to tell her all night long. She wanted to cry, but she didn't have any tears left. She deleted the message quickly. _I can't believe I almost cheated on my husband._

She headed up the stairs to a cold bed and a loveless marriage, wishing the opposite of what she had about two hours ago.

Wishing Derek hadn't come home.


	2. Why Mark Agreed to the Affair

Wish

"Don't marry him," Mark pleaded. 

Addison sighed. It was her wedding day and the best man was insisting that she reconsider her decision.

They were alone in the dressing room. He stood across from Addison, wearing a light blue tuxedo. Derek had insisted on this particular color; it matched his eyes. The suit looked ridiculous on everyone else.

Except Mark. Mark could pull off anything and looked unreasonably handsome in the tux.

"Please," he begged.

"Mark, it's my wedding day. This is supposed to be the best day of my life. I was already nervous and then you show up and tell me that I'm making the worst mistake of my life?! How the hell am I supposed to do this?" Addison paced the room in her wedding gown. Her hair was already done, her makeup was perfect. She looked absolutely radiant, even with clouded eyes and a frown on her face.

She sighed, "Give me one good reason why I shouldn't marry Derek."

He ran his hands through his hair. "I- I- you just can't! Okay? Just don't. Please."

"Mark..." she whined, "I've been planning this wedding for over a year now. I refuse to ruin it just because you think it's 'a bad idea'."

He moved closer to her and grabbed her chin, forcing her to look at him. "If you can look me in the eye and tell me that you have no doubts about this marriage, then I will leave now and never speak of this again."

She rolled her eyes. "Every bride gets cold feet. It's normal."

He released her. "But not every bride has a best man telling her not to marry the groom."

"This is serious," she realized. She grabbed Mark's hand and pushed him down into a chair. She pulled up a stool next to him. "Talk," she commanded, "What's going on? Why shouldn't I marry Derek?"

"I don't know, Addison!" His voice filled the room and she jumped a little.

"I'm sorry," he apologized. She crossed her arms and stared at him, analyzing his every move. He was being pulled in two directions. She could physically see him struggling with every thought. His eyes reflected age and wrinkles that she'd never seen before. A subconsious desire to touch him stirred within her and her hand shot out to brush across his cheek. He leaned into her and then shook his head, causing her hand to fall back into her lap.

Her confused eyes searched him for some sort of an answer. "What is it?"

He shook his head again. "I can't tell you."

"You can tell me anything."

He almost broke down in tears because he cared for her so much. "It's just...I didn't realize...I took so much for granted."

"Oh." Addison thinks she knows, a small hint of realization dawning on her face. "It's Derek, isn't it? You're afraid of losing him. Mark, you shouldn't worry so much. I'm not going to steal him from you."

Mark felt dizzy. He couldn't stop thinking about how wonderful she was. _She never thinks of herself. She's never selfish. I can't believe I never really saw her. _"That's not what I'm talking about, Addison. I just can't let you marry him."

"But, why, Mark?!" She throws her hands up in the air in frustration. "All you say is 'Don't marry him', yet you never give me a legit reason why."

He slammed his hand on the arm of the chair. "Dammit, Addison, I'm trying to tell you. You just aren't listening!"

This is the second time he's snapped at her and the first time that she's actually annoyed. "Are you mad at me?

Ugh. Mark hated that question. "No!" He said a little too forcefully. He didn't want to come off as angry.

He spoke again, this time more softly. "No. I'm angry with myself."

"Why?" She questioned. "Are you feeling guilty about something?"

"A little." He admitted. _Is she catching on?_

"Mark, is it about Derek? Did you talk him into doing something stupid again? Because, I swear, if you guys tried to pole vault on to the roof with the rake again-"

Mark chuckled a little. "No, it's nothing like that." They weren't going to get any where if she kept guessing the wrong things.

"You shouldn't feel guilty about it. Whatever it is, I'll forgive you. And if it's something that Derek did, I'll forgive him too."

She would never get it until he made some sort of a move. "This isn't really something that you need to forgive me for." _Derek, on the other hand..._He rubbed his eyes with his fingers. He couldn't tell her how he felt. He was doomed to loneliness and personal failure in relationships.

"Just forget it. Forget everything I said. Go get married to the man of your dreams."

"How can I just forget this?" She couldn't cry. She wouldn't ruin her makeup that took a half hour to apply. But it was getting harder now that she had absolutely no idea what to do. Trust her best friend or marry her finace?

There was a knock at the door. "Addison?" It was her father. "Are you ready?" He was waiting for her.

Addison looked at Mark with the most pained expression she could muster. "We have to go." She paused. "We are not done with this conversation."

Mark nodded. It was all over. She'd marry Derek and they would never have a chance.

* * *

The wedding passed by quickly for Addison. Everything that Mark had said was a complete distraction. She murmured her vows hurriedly without emotion, while searching Derek's eyes for any kind of change. Every once in a while, she would throw Mark a nervous glance as he watched her with sad eyes. She thought, almost for a moment, that she could see him crying. But as soon as the tears appeared, they were blinked away. Derek stood there, smiling away, yet she couldn't keep herself from wondering if he was really for her. She couldn't stop wondering if she'd made a terrible decision. 

For Mark, the time moved incredibly slow. He saw Addison's glances toward him. For the first time, he prayed that she wouldn't speak of their conversation to Derek. But she kept looking at him. Was she changing her mind? There was a moment, when the pastor said "Speak now, or forever hold your peace." Those two seconds seemed to stretch out forever. Mark wanted to say something, he really did, but he didn't want his relationship with Addison to start like this. Like a soap opera or the end of a really cheesy chick-flick. But he regretted it, not speaking.

Because now, he had to forever hold his peace.

* * *

"Please welcome the maid of honor and the best man. Naomi Bennet and Mark Sloan!" 

On cue, Naomi and Mark walked into the enormous reception area. Everyone applauded as they moved to their respective spots at the wedding party table.

"And the newly wedded bride and groom, Addison and Derek Shepherd!"

The entire hall of five hundred stood and applauded for them. Derek walked in, clumsily carrying Addison, her legs dangling way past his arms. But he happily kisssed her on the cheek as he deposited her in her chair. Mark watched them with a smile on his face, but longing in his eyes. He guzzled down half of his wine and swallowed roughly. "I'm so happy for you guys. You really deserve this.

Mark patted Derek on the back. Derek smiled, "Thanks Mark." They hugged and Mark glanced over Derek's shoulder. Addison watched him nervously. Obviously, she had not told Derek about their previous conversation.

The announcer began speaking again. "And now that everyone's settled, let's hear from our maid of honor and best man."

Mark glanced around. "So soon?" He hadn't really planned out what he was going to say. He couldn't decide between emotional or comedy. All thoughts of the speech had gone out the door when he decided to convince Addison not to marry Derek. He really had no plan at all. Fortunately, Naomi went first. After her heartfelt, tear-jerking speech, Mark decided to go with funny. He delievered a well-received speech about a few weeks ago, when all of the boys went on a hunting trip which was supposed to bring out the men in them. He woke up to find Derek and Weiss snuggled together in one sleeping bag near the fire. He was almost worried that he would have to inform Addison that Derek had "switched teams" right before the wedding. In the end, the speech earned a lot of laughs and a sultry glance from the bridesmaid down the table.

Dinner passed quickly. Though Mark couldn't really look Derek in the eye, Weiss had been fortunately placed on Mark's other side. They laughed and joked about earlier times and when Mark was going to settle down. Weiss provided enough distraction from the blissfully happy couple on Mark's left, at least, until the first dance.

The music started and his stomach lurched.

_At last_

He buried his head into his hands.

_My love has come along  
My lonely days are over _

He looked up. Derek and Addison were swaying to the music.

_And life is like a song_

'Okay,' Mark thought, 'I can do this. Just watch them dance for a few minutes.'

_Oh, yeah, at last  
The skies above are blue_

Derek dipped Addison and slid his hands down her back. Mark groaned and rested his head back in his arms.

_The night I looked at you  
I found a dream that I could speak to_

'Shit. Shit. Shit. When is this going to be over?' He could hear Addison's bubbly laugh in the background.

_I found a thrill to rest my cheek to  
A thrill that I have never known_

Mark felt a finger drag along his shoulder. "Hey, you."

_Oh, yeah when you smile, you smile  
Oh, and then the spell was cast_

He looked up and his eyes met the sultry bridesmaid's.

Mark grinned.

_And here we are in heaven  
For you are mine  
At last_

* * *

For most of the night, Mark avoided Addison, refused to make eye-contact. Now, he was focused on wooing the beautiful (and hopefully, single.) bridesmaid. 

Addison, on the other hand, spent all of her time watching him, searching his behavior for something off-color to explain anything that he had said to her earlier. Why was he behaving so strangely? She interrogated her new husband, who insisted that nothing was wrong. But after everything Mark had said, how could she believe him anymore?

Finally, she slowly made her way across the dance floor, wincing as her old college roomate grinded her hips against Mark's. Her reaction spurred all sorts of confusion within herself. _Why did I do that? It's totally normal to see Mark like that._

"May I cut in?" She asked slyly.

He shot her a look of surprise and distress, but it was quickly covered up. "Sure, gotta save one dance for the marrried woamn," he said with a goofy fake smile. Reluctantly, his date pulled away.

He winked at her. "Hurry back, sweetheart."

She smiled and he slapped her on the ass as she walked away.

Laughing, he put his arms around Addison. "So, how's married life treating ya?"

"Mark," she sighed. "Are we really going to do this? Pretend like nothing happened?"

Mark pressed his hand into her back, pulling her closer so she couldn't gaze into his eyes anymore. He twitched as the wisps of hair tucked behind her ear brushed against his lips. "We have to. We have no choice."

Her chin rubbed against the rough material of his suit. "Don't tell me I have no choice," she whispered, "I HAVE a choice. And you'd better tell me what's going on. Because I'm already worried and nervous and scared..."

"Addie, just stop." Mark murmured. "I never wanted to do any of this to you. Please, just forget everything I said. Do it as a favor to me, okay?"

She clung to him, pressing their hands, already clasped together, against his shoulder. "That's all I get? You make this huge deal about not marrying Derek and no explanation?!"

Her face flushed red and her eyes widened. "I can't believe you. Get off of me."

She drew back from him, but then remembered not to make a scene. She kept dancing with him, but kept him at a distance. She glanced around the room, but she couldn't find Derek.

She smiled at Mark, just to keep up the act. Mark, who wasn't so much the actor, appeared as troubled as ever.

Through her grin, Addison spoke very quietly, almost hissing. "I can't believe that I felt-" she stopped herself.

"What?" Mark inquired. "What did you feel?"

Addison laughed a little. "Obviously, I am going crazy. There's no way that you could...want..." her voice trailed off. She appeared confused again, but Mark's head was only focused on one thing. He felt so alive, that he needed to tell her that very second how he felt. He looked around. There were so many people in the enourmous ballroom. He couldn't say what he wanted in front of all of them.

He let go of her, only for a second, but startling her all the more. He tugged on her arm and gently led her through the mess of slightly inebriated guests and into the dim hallway. They passsed by the bathrooms (too risky) and slid into a closet. Mark flipped on the light and finally got to really look at her since seeing her in the dressing room before the wedding. And, God, she too his brath away. He had never seen her eyes so bright and her hair was a little looser than it was this morning. Her dress stretched across her toned stomach every time she inhaled. He reached out to touch her around her waist, the silky fabric sliding through his fingers. He buried his face into her shoulder.

And she knew. But she needed him to say it.

Because she had been wrong about this kind of thing before and she just needed to be sure. "Mark?"

He muffled something into her neck. Her arms loop around his back to pull on his shoulders. "What?"

He took a tiny step back, looking across her shoulder onto the shelves of cleaning supplies. "I love you. I'm so sorry."

And there was no turning back. But Addison really didn't care. "Don't be." She hugged him. "There's nothing to be sorry about, okay? It's never a bad thing to love someone."

Mark definitely didn't expect this reaction. "I don't think you understand, Addison. I love you in a more-than-friends way. In a maybe-want-to-have-a-relationship-with-you-someday way."

Addison was silent for a minute. She didn't know what to say. She was MARRIED. "I can't stand seeing you in pain. You're my best friend."

They were still standing close together, cheeks touching. Mark cleared his throat. "I don't want to get over you. It makes me sick to think that our chance is over. That I'll never get to be with you. Ever."

She rested her hands on his chest. Now that she thought about it, the thought of her marriage wasn't so appealing. "Why didn't you tell me before?" She looked up at him with glassy eyes.

"I don't know..." his fingers twitched on the small of her back. "...you and Derek seem so perfect together. And I didn't know how you felt about me."

Addison laughed quietly. "Well, at least we have something in common. I don't know anything. Except..."

Mark listened intently as she tried to find the words. "Except...that I love you too. But I'm not sure what way."

That was enough for Mark. He pulled her until his back hit the door and she reached around him to flip off the switch. His head ducked down and he felt her breath on his face. Their mouths drew together like magnets and before he knew it, he was kissing the woman of his dreams.

She moaned and he knew that he had it right. His hands traveled down and cupped her ass, moving down to her thighs. He lifted her and she wrapped her legs around him. He spun around, pushing her up against the wall. Her hands sort of hung in the air, unsure of what to do, so he grabbed her wrists in one hand, holding them above her head.

He tore his mouth away from hers, leaving her gasping for air, but needing his lips back on hers. Instead, he started kissing her her neck, moving down to the swell of her breasts. She wrenched one of her hands from his grasps and moved it down to his hair, tangling her fingers in between the curls.

Someone knocked at the door.

"Damnit," Mark whispered. Her legs went limp around him and she started to slide down him.

"No," he grabbed her. "Don't stop. Please. Maybe they'll go away." He began kissing her again.

The knock came again. "Mark? Are you in there? Is Addison with you?"

It was Derek.

"Shit, Mark." Addison whispered. She pushed him away. "Damnit. We have to move."

Mark was frozen. He couldn't believe this was happening.

Derek fiddled with the doorknob. Addison forced herself off of Mark. "Derek. We're in here. Don't worry. Mark was just helping me...fix my dress. Just hold on." She reached for the doorknob herself.

"No. No..." Mark whispered. But it was too late. Addison had already opened the door.

Derek frowned. "What are you two doing?"

Addison played it cool, brushing some of her hair out of her face. Suddenly she was very thankful that most of her lipstick had already worn off. "I felt one of the buttons pop on my dress and I couldn't find you, so I asked Mark to help me push it back through."

Mark thanked God that Addison was such a fantastic liar. His mouth was too dry to form words.

Derek cocked an eyebrow. "Why are the lights off?"

Addison pursed her lips together. "We couldn't find the lightswitch."

Derek peered inside, immediately locating the lightswitch right by the door.

Addison laughed. "I can't believe it was right there all the time!" She looked back at Mark, who forced a chuckle. "I guess I was just so panicky about my dress that I lost all sense of reason, you know?"

They both held their breath, waiting to gauge Derek's reaction.

Fortunately, he nodded. "Okay. I'm glad you fixed it. Thanks, Mark."

A wave of guilt washed over Mark. He looked down at the floor. "Yep."

Derek held out his hand to Addison. "Come on, we have a room full of single women just waiting to catch the bouquet."

Addison twisted her face into a look of surprise. "Oh, right!" Addison took his hand. She moved away from Mark. Thinking quickly, she pulled one of her earrings out of her ear. Mark caught on and distracted Derek so she could throw it back on to the floor of the closet. She shut the door. "Let's go! We have quite a few guests that might be getting bored."

About halfway down the hall, Addison reached up and touched her ear. "Oh-no! One of my earrings is gone!"

Derek pouted. "Just take the other one off. No one will notice."

"But they were diamonds!!" Addison whined, "They were VERY expensive earrings. It probably fell off somewhere between here and the closet. I'll go look for them." She looked down at the gold-ish carpet. "The carpet is the same color as the earrings! I'll never find them!" She pretended to be completely distraught.

Derek placed a hand on her back, wondering why she was so upset about these earrings. "It's okay, Addie. I'll help you find them."

_Dammit, _Addison thought. "But- but who will entertain the guests?"

It was Mark's turn to jump in the conversation. "Yeah, Derek. You should go back in. I'll find Addison's earring and we will meet you back in the ballroom."

Derek's eyes darted between the two of them curiously. "Is something going on?"

Mark gulped. "Of course not. Anyway, if anyone has to get on their hands or knees, it had better be me. People might notice if the groom's tux looked scuffy."

And for good measure, he added. "Paired with the fact that both the bride and groom have been missing for an unreasonable amount of time, they might think that you two might have involved in some rather promiscuous acts." Mark put on his goofiest grin ever.

Derek stared at him in horror, but then started laughing and Addison finally let out the breath that she had been holding. Derek patted Mark on the shoulder, "Mark! Get your mind out of the gutter! I'll never be able to figure out what puts such thoughts in your head." He kissed Addison's hand. "We're waiting for the honeymoon." He leaned over and whispered into Addison's ear. "Or maybe in the limo on the way to the airport."

Addison forced a seductive giggle and Mark clenched his hands into fists at his sides. "Okay! Enough of that." Mark pulled them apart and shoved Derek down the hallway. "We have to get busy finding that earring if you ever want to leave for your honeymoon."

Derek waved to Addison, grinning. She waved back and then quickly turned back to Mark, who had dropped to his knees, pretending to look for the earring. "That was SO close!! What are we going to do?"

"I don't know," Mark said, which was the truth. He really had hoped that Addison would just tell Derek what had happened between them.

They slowly traveled down the hallway. Mark glued his eyes to the floor; he couldn't look her in the eye when he was convinced that she was about to reject him. He took a deep breath, "Are you going to leave with him?"

Her eyes traced the design in the carpet. "I think that I kind of have to. I'm sorry."

When they reached the closet, Mark stayed on his knees. "I guess then there's nothing I can do."

Addison rested a hand on his shoulder. "Mark, get up."

Mark groaned and his head fell forward, resting against the door. He stayed like that for a minute, but then he reluctantly stood up, his body feeling heavier than ever before.

She turned him around to face her. "You're not going to take any drastic measures, are you? Because if you are, I won't go. I'll stay here and make sure-"

He hugged her. "No, of course not. I would never do anything like that."

She rested her head on his shoulder. "I just don't want to hurt you."

"No, no." Mark murmured. "I did this all to myself."

"No," she asserted. "This is not your fault.You can't blame yourself."

He sighed. "I have to blame someone."

She thought for a moment. "Blame the terrible, terrible timing of this whole thing."

He laughed lightly. Then he asked her, "If I had told you before the wedding, would you have...?"

"Do you really want to know?"

"Not really." He pulled away from her. "Neither answer is going to make me happy. But I just have to find some inner peace about this."

Addison knew it was awful, but she felt the strongest urge to laugh.

"What?" Before he knew it, Mark started laughing too. "What is so funny?"

In between giggles, Addison managed to make words. "It's just- that was some profound wisdom, Mark Sloan. In the five years that I have known you, I never knew that you could speak like that. In fact, I can't believe you even know what 'inner peace' is!"

Mark started to laugh again. "I don't know...it just seemed like the right moment to say it. The mood was so serious. Well, until you started laughing."

Addison shook her head. "The serious mood doesn't really suit us."

Mark agreed, "No, it doesn't." He opened the door to the closet and found her earring where Addison had thrown it a few minutes earlier. "Here." He gave it to her.

She smiled and put it back on her ear. "Thanks." She paused. "And, for the record, if you had told me before, I probably wouldn't have married him. At least not today."

"Great!" Mark replied sarcastically. "Now I get to live through weeks and maybe months of regret and guilt!"

"I'm not finished," Addison said. "It worked out for the best this way. If you had told me before, we would have told Derek and the wedding would have been postponed. Derek would hate you. We'd be shunned from the Shepherd family, the only family that you and I have ever known. Our relationship might have lasted a few months, but eventually, we'd break up because of the guilt from what we had done. Now, that doesn't seem like a happy ending, does it?"

"So, I made the right decision?" Mark asked.

"Definitely." Addison nodded.

Mark looked into her eyes. "But I still don't get to be with you."

"I know," she said softly, while grabbing his hand. "That part will be hard. But I'll see you all of the time. And you'll have the two weeks of our honeymoon to get over me."

"I don't want to," Mark complained.

Addison smiled. Sometimes, Mark didn't know how cute he was. "You'll find someone," she reassured.

"Okay." Mark agreed. "But sometimes, let's just hang out by ourselves. And tell Derek to lay off the PDA's when I'm around."

Addison blushed. "That can be arranged. Promise me you won't be all mopey and sad, though."

Mark grinned. "I promise."

"Okay." Addison nodded.

Mark pulled her in for another hug. "I will always love you."

Addison rubbed his back. "I love you too."

They only hugged for a moment before Addison spoke. "We have to get back."

"Yeah." Mark smiled at her.

They pulled apart, but they lingered closely together for as long as possible as they walked back to the ballroom.

* * *

**Disclaimer: Characters belong to ABC. No infringement is intended.**

A/N: The next update will hopefully be in less than three months. Hehe. Sorry about that. School takes a lot of time. Soon, I will begin to not care and then I will write like crazy.

Next chapter: The finale. Mark/Addison/Derek in med-school. Seeing as Derek has been slightly absent for the past two chapters, he will appear much more in the third. It's sort of about him, kind of.


	3. Why Derek Gave Up

Love

* * *

It was their two-week anniversary.

Addison teetered awkwardly on the steps to her apartment. "Ummm…"

Derek, had just asked for a tour of her room. She knew from books and television, exactly what _that _meant.

"I- I'm just not sure," she stuttered, pushing her hair from her face. "It's very late."

It was very windy, and the air blew across his forehead, sweeping his black locks up and curling down over his hopeful eyes. "I'm not trying to trick you or anything." He looked up at her, squinting as the wind hit his eyes. "If I wanted you to ask me upstairs for sex, I'd tell you. I just want to see where you live."

Well, that had sufficiently made her more nervous than before. She didn't know that he thought about her like _that_, even though she should have supposed, him being a guy and all. But he had just admitted it, didn't he? She bit her lip, and looked away.

Seeing her reaction, he retaliated. "Not that I don't want to ask me upstairs for sex."

Her eyes widened, and he choked, "I mean- you don't have to if you don't want to." He smacked his head with the palm of his hand. "I mean, whatever you want to do."

She wasn't sure. She stood there, holding her breath.

He couldn't read her. So, he took a deep breath, and tried to blow out some of the butterflies in his stomach. "And, I guess you've made it clear that you don't want me to come up tonight. So…" he shook his head, embarrassed, "I'll see you tomorrow."

"Oh!" She didn't want him to leave. She liked him, and he seemed sincere. She wasn't about to push away the only guy who wasn't a complete asshole to her. "I'm sorry. You can come up. It's cold."

"No, it's okay." He took a step back. "I'll go home."

"Please?" She grabbed his hand, pulling him up the stairs. "I want you to come in. My roommate isn't home anyway." His intentions were noble, and therefore, she had no reason to be nervous.

"Naomi, right?" They both sighed in relief as warmth surrounded them when they entered the building.

"Yeah." She led him upstairs to her door, their fingers still intertwined. His nose was red, and she felt an impulse to kiss the cold away. She restrained herself, as it seemed kind of silly, and unlocked her door.

He went inside, and remarked how her apartment was quite like his, except much neater. "So this is what the floor looks like?" He joked, putting her at ease.

She laughed, anxiously, and asked to take his coat. Her fingers grazed his neck, as she helped him pull his it off of his shoulders. She slung it over a kitchen chair, too lazy to find a hanger.

"This is really nice," he smiled. "It looks just like you. I love it."

She grinned, and blushed again.

"You don't have to be embarrassed by my compliments," he told her.

"Oh. Sorry." She showed him to her living room. He was so nice to her.

They sat on the couch, and she folded her hands in her lap, unsure of what to do. He draped an arm around her shoulder, and whispered, "It will be easier if you relax."

"Right," she sighed. She turned to look at him, hesitantly putting her hand on his chest, and sliding it down to grab at the end of his shirt. She let out a breath, and felt better, leaning her head against his shoulder.

He watched her actions with curiosity. He wrapped his other arm around her side, putting his hand on her back.

They had cuddled before, only slightly less intimately, and on park benches and in Starbucks. He even had gotten in the habit of kissing her goodnight. But they had barely gotten to first base, and it had been two weeks.

She was holding back.

"Am I doing something wrong?" he asked her candidly.

Just as she was feeling safe.

She knew she had been sending him the wrong signals. She wanted him to know how much she enjoyed spending time with him, that she could possibly be falling in love with him. But she was just screwing it up with her fear of a physical relationship.

"No!" She exclaimed, as she moved on his lap. She knew she needed to fix this, to make her feelings clearer. "You're perfect." She kissed him quickly on the lips. "And wonderful." Another kiss. "And maybe the best thing that's ever happened to me." Kiss. "And I'm sorry if I've made you think anything less." She hung her head, praying that he wouldn't leave her, "I'm just so nervous that I'm going to mess this up."

She looked up again, from her little outburst, expecting him to be sad or angry. But he was smiling.

"It's okay that you're nervous, but I think that you're pretty much wonderful too, and you don't need to be scared, or anything."

She smiled quietly, so he continued, "We don't have to do anything you don't want to."

She met his eyes, and nearly melted at his earnestness. "It makes me feel better when you say that."

"We don't haveto do anything you don't want to," he repeated, and hugged her close.

She touched his arms softly, and it comforted him. It took her a moment to realize that she was straddling him, and she tensed, suddenly feeling that she was invading his privacy. She tried to move away, but he held her to him. He let her lean back, but kept their most intimate parts a few layer of clothing away.

She hummed her discontent, and he waited for her to explain. "I just don't want to tease you or lead you on or anything…"

He let out a chuckle, and she said jokingly, "Stop laughing at me." She knew she was being rather silly, but it was a legitimate fear of hers that he would get mad if she turned him on and offered no release.

"It's just- it's not a big deal, Addie. It's a good thing that you make me excited. Now, if you didn't, then we'd have a big problem." He laughed again, hoping that she would finally settle down.

She did, relaxing the muscles in her legs, holding herself over him, and sat down on his lap cautiously. When she saw that he was okay, she unclenched her fingers from his shoulders, and let them drop down his sides, and back up his arms, linking them loosely behind his neck.

He smiled, proud that he made her feel at ease, and kissed her on the lips. He let his kisses trail down her neck, pausing every few seconds to gauge if she was okay with that. She didn't tense anymore, so leaned back against the couch, wanting to see her expression. She seemed extremely content, breathing deeply with rosy cheeks. He was warm and snuggly and he made her feel very safe.

"I'm glad we can tell each other these things," he mentioned, and she leaned forward, rocking on him, to let her smooth cheek graze his stubble.

He continued, "We should be honest with each other. You tell me when I'm making you feel nervous. And I can tell you that I'm going to think about- doing physical stuff- with you."

"A lot?" She asked, just out of curiosity.

"Maybe." She wasn't freaking out, even under the obvious implications that they might have sex sometime soonish. She simply kissed him on the cheek.

"Okay."

"Okay?"

She laughed. "Yeah, that's okay. I mean, it's not like I can control your thoughts. And you thinking about me like that kind of makes me feel…" She couldn't help but feel bubbly inside.

"What?" He was extremely anxious to find out.

She smiled, because she knew he would be happy with her answer. "Well, it makes me want to think about you like that."

He murmured in her ear. "That's good."

"Yep." She hesitated, "And I've never really felt like that before."

"Really?" He pulled back to look at her. "You've never wanted to...?"

She shrugged. "It's not that fun."

"It's not that fun?" He tried to control the pitch of his voice, but it suddenly became all high and squeaky. "Addison, I don't mean to be rude or anything, but have you had sex before?"

"Yes, I have, Derek," she growled. "What? Did you assume just because I didn't want to, that I've never tried it?" He was infuriating, with his typical-guy, 'Sex is the next best thing to heaven' belief.

"No, I'm not saying that." He scratched his head, "Just- are you sure you did it right?"

Now, she was livid. She shoved herself off of him, and slid onto the cushion beside him. "Of course we did it right, Derek. They show everyone the same movie in junior high. You _can't _do it wrong."

"No, Addie. Listen." He took a long pause. Obviously, he was just making her more angry. He needed to get this right if Addison was ever going to see the good stuff. "I know you didn't do it wrong, but maybe you should do it differently. I promise, Adds, it's really fun."

"Yeah," she spat sarcastically, "for _guys_!" She leapt to her feet, and into the kitchen, straightening the near-perfect jars of flour and sugar, just so she could havesomething to do that didn't involve being near him. It hurt her to know that he was just another guy obsessed with getting into her pants. She had really liked him, and it made her think there was no hope to ever find a guy that really understood her.

He was right on her tail, near shouting. "Think about it! Use your common sense!" He implored of her. "How could any guy ever get laid if it wasn't fun for women?"

"I don't know!" She slammed her hand down on the wooden counter. "But I just thought you were someone else. And obviously it's in my head, like everything else is."

He stood behind her, and calmed instantly when he saw her breathing erratically. He knew she was upset. "I'm sorry. I shouldn't have yelled at you."

She stopped, and leaned over the sink, peering at her distorted reflection. "No. It's my fault. I was stupid, and I'm going to end up alone because I won't give it up." She slumped over the cool metal, and Derek grabbed her, sitting down in a kitchen chair, and pulling her dead weight into his lap. They sat separate, but his hand rested on her hip.

"You don't have to give up anything."

Addison shook her head.

He drew forward, and leaned his forehead against her temple. " I swear to you Addie, I will never force you to do anything. I'm so sorry that this guy- or guys- made you think that having se- making lovecould be anything less than amazing. I promisethat, if you chooseto, it will be wonderful for us. Because we love each other."

She nodded, and waited for a minute, letting his words sink in. She didn't deserve him. "I'm sorry that I was so close-minded." She was so glad that didn't run off at the first disagreement. "And...for the record, there was only one guy. And I didn't like him nearly enough as I like you."

"See…" Derek explained, "There's your first problem." It comforted him to know that he wasn't doing everything wrong. She _liked_ him.

"Yeah, I know," Addison stood up, relieving him of her weight, "I'm still not ready though. But I do want to sometime."

"That's great," Derek stood up, and took her hand.

"You know, it's just something to look forward to," she reasoned.

"True," he smiled, glad that she was getting used to the idea, "but, just to reinforce the point, I will not be angry or sad if you tell me that you're not ready. Even after a while."

"How long is a while?"

"Twenty years," he stated, "After twenty years, I reserve the right to be sad, angry, and depressed, if you withhold sex from me."

"You know what that means?" She snaked a hand around his back, and her other through his hair.

He shook his head, resting his hands on the small of her back.

"You're going to have to stick it out with me for another twenty years."

"Sounds like a plan." He pressed his lips to hers, and felt her smile. Then, her bottom lip gave, giving his tongue entrance to her mouth. Their tongues slid together for the first time, and he groaned.

She withdrew for a moment, murmuring "Does that feel good?" He responded by grabbing her tighter, and spinning her around to lean against the cabinet. She licked him playfully, and he sucked on her lips for a while, before releasing them.

He leaned back to look at her. "You look kinda hot."

"Well," she ran her hands through his hair, "you look straight up sexy."

"Mmmm. That's what I meant." He leaned forward to suck on her neck just for a second longer before suggesting. "Hey. Do you mind if I see your bedroom?"

She raised her eyebrows in a 'Are you kidding me?' expression.

"Not in a sexual way," he said, "In a sleep way."

She paused, playing unsure.

He couldn't tell if she was kidding or not. "I won't even say sex when we're in there. Or even think about it. Okay, well, I might think about it, because it's a bedroom and all, but I won't try to think about it. Are you going to think about it?"

She crossed her arms, her hair falling in uneven locks around her shoulders.

"Okay." He spun around once, as to undo everything that had just happened. "Let me start over. Addison. May we go into your bedroom to make out? And nothing more?"

"Unless I want to?"

His eyes lit up. "Of course."

* * *

Two weeks later, Addison stood outside of Derek's apartment, her hand extended in preparation to knock on his door.

Earlier in the day, she had been feeling quite bold, and decided to surprise Derek at home. It was a part of her resolution to try new things. But it wasn't her nature to be spontaneous.

So, she withdrew her hand.

She started to walk back to her car, but then she turned around impulsively and let her hand fall on the door with a loud _rap_! It startled her, and she jumped back at the sound.

She waited for Derek to angrily come to the door, wondering who was making all the racket.

He didn't.

She pressed her knuckles against the wood once more, much softer, but no one answered.

Obviously, she was horrible at being spontaneous. She called Derek on his cell phone to make sure he wasn't just playing with her. He picked up, and greeted her with a joyful, _"_Hey!"

"Hi," she crossed her arms tightly, holding her phone to her ear. "Guess where I am."

"Uhh..." He thought out loud, "the zoo?"

"Nope." She leaned against his door. "I'm at your apartment."

He laughed. "And I am not."

She shook her head, even though he couldn't see her. "So..." she asked hopfully, "is there any chance that Mark is inside but isn't opening the door for some reason?"

"Actually, he has a class," Derek explained, "I would be there, but I picked up some extra research hours at the lab with Dr. Collins. Sorry."

"It's all right," she sighed, disappointed. She was really looking forward to spending some time with him. "I'll just go home."

"You can stay," he offered, "I should be home in an hour or so, and there's a key on top of the door frame."

Addison looked up. Sure enough, there was a glimmer of metal hanging off the edge of the wooden frame. She grabbed it. "You know, you really should do a better job of hiding it. That's the second most dangerous spot to hide a key."

"Really?" He asked. "What's the first?"

"Under a rug." She slide the key into the lock, and opened the door.

"Well, I don't have a rug. So we improvised."

She was quiet. It felt weird, being in his apartment with him there with her. It was breaking and entering.

"Did you get in okay?"

"Oh, yeah." She cradeled the phone between her ear and her shoulder as she closed the door. "You know, Derek, I'm not sure. Maybe I'll just go home and come back when you get here."

"Don't worry about it. It would be silly to waste all of that gas." He paused. "You should watch a movie, get a drink, snoop around while I'm not there. I'll be home before you know it."

Addison opened the refridgerator. They had two cases of beer, a gallon of milk, and an apple. "What a selection," she whispered.

"What?"

"Do you want me to put your key back in the second most vulnerable spot, where it will inevitabley be found by a burgular, and you will be robbed of the few possesions that you have?" She fished out a can of beer, and opened it.

"No."

She stood up, slightly surprised that he actually took her suggestion. "Okay, then I'll just leave it on the counter."

"Why don't you keep it? Or make a copy."

She set her can down on the counter to keep her shaky hand from jolting it. "Um. Are you sure? Because you don't have to, or anything."

"Think of it as a one-month anniversary present."

"But- but you already got me something." She flattened her hand against the cool counter. Was this moving too fast? She really didn't have much experience to compare, but felt like this might be a big step.

Reading her mind, he answered quickly, "It's not that big of a deal, Addie. Just in case something like this happens again."

"Okay." She picked the key up, digging the ridges into the skin of her pointer finger. "Do you want my key?"

"Do you want to give it to me?"

"Yes." It would be unfair of her to receive his key, but not reciprocate. "I have to ask Naomi first, but I'm sure she'll be okay with it."

He paused. _"_Yeah, Mark will be okay with it. He'll have to be, or else I'll kick him out_."_

Addison laughed, and peered around at the rest of the apartment. "I would really hate for you to have to do that."

He didn't reply for a long time, so she spoke, "Derek?"

_"_I gotta go, Adds. I'll see you later. Love you."

"Love you-" She stared at her phone, listening to the dial tone. She hung up and started to wander around the apartment, sitting in every chair, taking notice of the details. She didn't have enough courage to look through the cabinets, but she did make her way into his bedroom. She sat on his bed and smiled. It smelled of him. She sighed and lay back on the bed. It was soft, so she closed her eyes momentarily. She knew it would be a while before Derek got home, but her stomach still churned in anticipation. For once in her lifetime, she was excited for somthing other than getting an A on her report card. She snuggled into the sheets, imagining Derek next to her. She loved to kiss him, and she was getting more comfortable with the touching.

He was being patient, but she desperately wanted to make him happy. She decided to surprise him tonight.

Her eyes snapped open at the thought, and anxiety bubbled through her. She slid off of the bed and decided that she needed to take her mind off of it with a romantic movie.

And alcohol, of course.

* * *

She was a quarter of the way through _Titanic _when the beer started to take effect. She became more curious, and less hesitant to touch his possesions. She slid open one of the doors under the coffee table. There seemed to be a bunch of random books shoved into it, but she managed to find his photo album.

She smiled at baby Derek, pink and hairy. It wasn't too long before Mark started to appear in photos, along with the rest of Derek's sisters.

When it came to Derek's family, Addison felt quite intimidated. Derek spoke of them often, and it seemed as if they were all extremely smart and likeable. From the pictures, she could tell they were girlish and pretty too. She laughed at the fact that Mark almost always had his arm draped around one of them.

Towards the end of the album, Addison found that all of Derek's pictures included another girl with curly brown hair. There were pictures at football games, in front of Derek's high school, in Derek's house, which didn't really worry Addison at first. But the pictures kept getting more recent, and at the end of the album, there were pictures that couldn't have been more than a year old.

She couldn't help but wonder why Derek hadn't spoke of her. Addison knew about his family, about Mark, about his first kiss in middle school, but Addison couldn't recognize the girl at all.

Addison swallowed. There were even pictures of her in Derek's current apartment. Frying eggs in the kitchen, intertwined in Derek's bedsheets, sitting on his couch.

Addison touched the spot on the couch, and took another long drink of beer. She swung her legs over to rest on the couch, and leaned back. She closed her eyes just as Leo and Kate began to dance.

* * *

Mark opened the door to his apartment. He noticed Addison's sleeping body within a few seconds of walking in. He chuckled, and she stirred a bit.

"Derek?" she moaned with her eyes closed. "Will you come here?"

He moved to the couch, and stopped near her head. "Derek." She reached for him, only to be met with his large, muscular hand. She opened her eyes. "Mark!"

He sat down on the edge of the couch and shushed her. "I can be Derek if you want." He grabbed her sides playfully, and she nearly fell off of the couch.

"Mark. Stop it." She swatted at his hands. "Where's Derek? He was supposed to be home hours ago." She started to lift the cans of beer up, shaking them to check if they were empty. When she found that all of the cans were empty, she sighed, disappointed.

"He's at the lab." Mark stood up and walked over the refrigerator, fetching two more cans of beer. He sat one of them in front of her, and opened the other for himself.

"I know." Addison rubbed her head. "But he said he would be here!"

Mark shrugged. "He probably just got caught up in his work."

"Oh, right." Addison looked down at the photo album, still spread out on the coffee table. "Mark, there is a very pretty girl in Derek's photo album. Who is she?"

Mark squinted, as it was dark in the room, and he was without glasses. "Uhh. That's Jenna. Derek's ex-girlfriend."

That wasn't particularly helpful to Addison. She had already inferred that much. "Why doesn't Derek talk about her?"

"He never told you about her?" Mark seemed surprised. "Well, it was kind of a tough break-up..."

There was silence for a couple of minutes as Mark watched the movie, and Addison summoned the courage to ask, "Did he loveher?" It made her sick to think of Derek loving someone else.

But Mark was not sympathetic. "Yes," he replied, not really listening to her but focusing on the television.

Addison swallowed the lump in her throat and flipped through the photos again, trying to find some sort of explanation. "Oh." Her voice lowered to almost a whisper. "But I'm nothing like her."

Mark snapped out of his trance, "What?" He shook his head. "What do you mean?"

Addison looked back down at the pictures sadly. "She's always making funny faces. She smokes." She paused with a look of disgust on her face. "And drinks."

"Well, honey, you're not exactly sober," he drawled.

"Hmmm." She closed the photo album, and leaned towards Mark. "Do you think she's sexxxxy?" She drew out the word.

"She was annoying." Mark seemed bitter at the thought.

Addison huffed a sign of discontent. "That wasn't my question, Markie."

"Fine. She was hot." Mark took another swig of his beer, and kept his eyes glued to the television.

That's not the answer Addison wanted. She leaned back, and made a whiny sound from the back of her throat. When Mark didn't look at her, she did it again.

"What?!" He asked her, exasperated.

Addison pouted, "Nothing. No thing at all."

"Just watch the movie." He handed her can to her, and she drank it quietly.

That lasted about fifteen minutes, before Addison got bored and started to strut around the room.

"What in the hell are you doing?" Mark asked her. She was blocking the screen, and the Titanic was just about to sink.

"I'm being sexy." Addison continued to stretch out her legs, and walk around the room. She spun around nearly falling, and posed."Am I turning you on?"

Mark groaned, and stood up. He grabbed Addison around the hips, and sat her back down on the couch. "You know what?Watching the movie is sexy. Not trying to be sexy turns me on."

Addison crossed her arms, and took a shaky breath. "I don't think Derek thinks of me in that way."

"Of course he does. Every man that you have ever met thinks of you in that way. Except for family." He paused, and then added, "I hope."

"I'm not sexy!" She wailed. "It's too late!"

"Hold on." It took Mark a minute to fully comprehend what she was saying. "You two haven't...?"

"No!!" Mark's reaction upset her, making her more and more frantic by the minute,.

Mark touched her on the shoulder. "Calm down. It's not that big of a deal. I shouldn't have assumed anything. Derek likes you, and it'll happen. Don't worry."

"Do you think he's mad?" Addison found herself breathing more rapidly. "I mean, even though he says he isn't. Oh God, he's probably screwing his sexy ex-girlfriend right now. She looks like someone who would do that. He probably wasn't in the lab at all today. He just spent the entire-"

"You're being irrational." He interrupted, and thought that he probably shouldn't have let her have that last drink. "Jenna is in California, and Derek _is_ at the lab, getting some extra hours."

Addison buried her face in the couch for a moment, and then looked up. "Mark, how long do you know a girl before you sleep with her?"

"One hour." He smirked. Her face fell, scowling at him, so he decided that he'd better change his story. "Just kidding." Even though he wasn't. "Umm. Maybe like a week?"

"Mark." She sighed softly. "You deserve better."

"No, I don't." He laughed lightly. "Derek's the only person who can stand to know me for more than a week."

She crinkled her nose. "Well, I've known you for about a month and you're not that bad."

Mark wasn't sure if that was a compliment. "Thanks." He watched her look around the room, cautiously. He knew she would definitely stay the night, and probably throw up on their carpet. "This is the longest conversation we've ever had."

"Yep." She was thinking pretty hard, and he watched her as she furrowed her brow. "I hope I'm not absolutely horrible." She looked at him suggestively. "It's been awhile. I'm used to just lying there."

He pitied her. It must have been truly awful, what she experienced before.

"Help me, Mark."

What was he supposed to do? For some reason, he didn't want to think of Addison and Derek being together anymore. It bothered him. And he certainly didn't want to help her turn him on.

"I don't know what to do."

"Do whatever you want." He gritted his teeth. "I'm sure Derek will like it."

"But Mark..." She whined again. He made a resolution never again to be around her when she was drunk.

She started to chatter about more incessant worries, and he had to stop her. "Fine!" She was silent. "_If _I was Derek, I would _hypothetically _want you to..." He hesitated.

Addison clung to him. "Just tell me, Mark." She paused. "I don't read erotic novels. I don't even like romantic movies, and I've never watched porn. And you know Derek better than anyone else."

Mark groaned, and looked away from her, embarrassed. "I don't know. I guess it's nice when girls rub my arms. And back." Most of the time, Mark's sex-capades were too brief, and too rough for that. "And I like it when they kiss my shoulder."

Addison nodded. "I can do that."

"And when they hug me tight, like the never letting go kind." He looked back at her, and she was smiling. "What?" he asked curiously. Was she making fun of him?

"Markie," she scolded him playfully, "if you wanted a hug, all you had to do was ask." She wrapped her arms around his abdomen, and squeezed tight.

At that point, Mark knew he was in trouble. "Addison," he whispered. She tried to look at him, but he kept her snuggled against him, and repeated her name, letting the 's' hiss as he spoke.

"Uhmm," she sighed contentedly. He was warm, and protective, just like Derek.

He turned their bodies, and pressed her into the couch.

* * *

Derek finally returned to his apartment a little after three in the morning. He frowned at the littering of cans around the coffee table.

And then he saw them.

Addison's head laid on Mark's chest, and her legs rested between his. He felt a burning in the back of his throat, and an ache in his chest.

He was frozen from the shock. He wanted to wake them up immediately, but it took him a minute to touch her. She didn't wake at first, so he began to shake her. Her eyes opened, scared, but then she saw him. He heard her barely muffle the first syllable of his name. When she reached blindly for him, he grabbed her, pulling her off of the couch.

All of that jostling, combined with the absence of her body, rose Mark out of his slumber. He made a noise, and rubbed his eyes.

Addison slumped against Derek. "I don't feel good," she mumbled.

"What happened?" Derek demanded. It had been a very long day at the lab, and he just wanted to curl up in bed with his girlfriend. She started to speak, but suddenly clamped a hand over her mouth and clumsily ran for the bathroom.

Mark sat up wearily. "We just fell asleep watching Titanic. She's hammered."

"Yeah, I can see that, Mark," Derek snapped as he made his way to the bathroom. He didn't say anything, but he held her hair in a knot on the back of her head. When she was finished, she pressed a hand to her forehead, and struggled to look pleasant. He leaned against the wall. All of a sudden, she pressed up against him weakly, and whispered, "Let's have sex."

Derek sighed, and feared for a moment that they were never going to get it right. He smiled at her. "You're a little drunk, babe. And that's called taking advantage."

"Take my advanta-tage." Her knees shook in exhaustion, and she started to slide down to the floor. "I want you to."

He didn't answer at first, but he closed the toilet lid so she could sit on it. He handed her a toothbrush with toothpaste on it, and let her swirl it around in her mouth for a minute before he realized that it wasn't doing any good. At least her breath smelled better.

She tried to stand up, but only succeeded falling on him. He dragged her to her feet, and into the bedroom, attempting to avoid her advances.

Neither of them realized that Mark was standing and watching them. He closed the door to their bedroom, but he could still hear whispers through the thin walls.

Mark realized that Jenna hadn't been as bad for their friendship as he thought. Sure, she was needy, and monopolized every second of Derek's time.

But at least he didn't fall in love with her.

* * *

A/N: Hi, it's been six months since I've written ANY fic. At all. This was just for fun.

This section is kind of weird, because is more Addek than anything else. (I sort of forgot about the whole Maddison theme of the story). Hopefully, I tied it in at the end there.

And also, this is only part one. I was going to write both parts, but the second part is all Addek angst and then fluff. And that is not keeping with the _tone _of the story, so...

Because I've been so far away from the Grey's fandom for so long, I don't really know what people like. Do people read Addek anymore? Because if no one is going to read the second part, it would be perfectly happy in my head.

So, review. Let me know what you think. And if you know of any good fic, preferably with Addison in it, tell me. I hate wading around all the Mer/Der and Callie/Hahn in this site.


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